Emles Advisors LLC

Item 5: Fees and Compensation
Emles’ fees generally depend on the services being provided. For investment management services, fees typically
are expressed as a percentage of assets under management. Fee arrangements vary by Client and are based on a
number of different factors, including investment mandate, services performed, and account/relationship size. To
the extent permitted under the Investment Advisers Act of 1940 or applicable provisions of the Investment
Company Act in the case of Registered Funds advised by Emles, Emles can negotiate and charge performance-
based fees, as well as asset-based fees. In addition, fees and allocations are often fixed, fixed plus performance,
or performance only. Certain fixed fees are required to be paid up front.

The following set forth a basic description of certain advisory fee arrangements; however, fees and other
compensation are negotiated in certain circumstances and arrangements with particular Clients vary.

Registered Funds – Each registered investment company for which Emles serves as the adviser discloses the
applicable investment advisory fees in its prospectus, and, in some cases, fee waivers may be in effect.

Each Registered Fund pays Emles as the Adviser an annual unitary management fee based on the Fund’s average
daily net assets. Out of the unitary management fee, the Adviser pays certain expenses of the Fund, including the
costs of transfer agency, custody, fund administration, legal, audit and other services, except for advisory fees,
distribution fees, if any, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses
(including Acquired Fund Fees and Expenses, if any). Investors purchasing or selling shares of the Fund in the
secondary market may be subject to costs (including customary brokerage commissions) charged by their broker.

                                 Registered Fund                Unitary Management Fee
                         Emles Made in America ETF                       0.49%
                         Emles Luxury Goods ETF                          0.60%
                         Emles Federal Contractors ETF                   0.60%
                         Emles Protective Allocation ETF                 0.55%
                         Emles Real Estate Credit ETF                    0.48%
                         Emles @Home ETF                                 0.48%

Private Funds – With respect to any unregistered investment vehicles managed by Emles, the applicable fees
and expenses are set forth in the Private Fund’s investment management agreement, subscription agreement
and/or other similar governing documents. In certain cases, Emles manages, or in the future may manage, a
separate account or other Private Fund with an investment mandate similar to certain Private Fund, in which case
the fees charged to such an account (including performance-based fees) are not necessarily identical to those of
the similar Private Fund. The management fees, depending on the Fund, range from 0.0% to 2.0% per annum.
The timing of fee payments, mutually agreed upon with each Client, is generally set forth in the applicable
investment management agreement or other similar governing documents (such as, the offering memorandum),
as applicable.

Asset fees are generally paid monthly, quarterly or semi-annually, and are generally calculated on the value of
the account’s net or managed assets or, in the case of certain closed-end Private Funds, committed capital,
invested capital, net asset value or the balance of the primary loan to the vehicle. In addition, in certain situations
involving due diligence support provided to investment management Clients of Emles on a non-discretionary
basis, Clients are charged flat fees depending on the scope of work. Fees can be paid in advance or after incurred.

Emles or an affiliate receives a performance-based fees equal to 0.0% to 20% per year of the net profits at the
end of each fiscal year. Performance-based fees or other performance-based compensation generally will be based
on specific yield or total return benchmarks, or periodic or cumulative performance “hurdles” or an appropriate
index and generally are payable to Emles or an affiliate of Emles either:

        •    on a quarterly or annual basis
        •    in the case of certain funds that invest primarily in other affiliated or unaffiliated investment vehicles
             at the time of withdrawal or redemption with respect to the amount withdrawn
        •    as redeemed or as investments are realized and/or capital is distributed

Certain Private Funds charge performance-based fees or allocations based on the relevant net profits without
regard to any index or performance hurdle. In some cases, these arrangements are subject to a cumulative high-
water mark or other provision intended to assure that prior losses are recouped before giving effect to any
performance-based fees or allocations. Clawback or deferral provisions also apply to performance-based fees
paid with respect to certain Private Funds and separate accounts.

In addition to the fees above, certain Clients bear other costs associated with investments or accounts including
but not limited to:

        •    custodial charges, brokerage fees, commissions and related costs
        •    interest expenses
        •    taxes, duties and other governmental charges
        •    transfer and registration fees or similar expenses
        •    cost associated with foreign exchange transactions
        •    other portfolio expenses, including but not limited to index licensing fees
        •    cost, expenses and fees (including investment advisor and other fees charged by the investment
             advisors of funds in which the Client invests) associated with products or services that are necessary
             or incidental to such investments or accounts including, but not limited to custodial, brokerage,
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Item 7: Types of Clients
Emles’ investment management services are offered to investment companies, single-investor funds,
discretionary and non-discretionary advisory programs, commingled investment vehicles, other investment
advisers, and individuals and institutional investors through separate account management. Emles’ Clients
include, but are not limited to: financial institutions, registered investment companies, ETFs, business
development companies, private investment funds, real estate investment trusts, profit sharing plans, pension
funds and other retirement accounts, insurance companies, charitable and endowment organizations,
corporations, banks and thrift institutions, estates and trusts, and other institutional type accounts (both taxable
and tax-exempt), government agencies, government chartered corporations, quasi- governmental agencies, state
and local governments and non-U.S. pension funds, national banks, as well as high net worth and other individuals.
Emles can advise both U.S. and non-U.S. Clients subject to applicable law.

Emles may seek to obtain, verify, and record information that identifies each Client and, as applicable, their
owners and controllers of investors who retain Emles to manage the account or who invest in a fund managed by
Emles, in order to help the U.S. Government fight the funding of terrorism and money laundering activities and
comply with economic sanctions. Emles will also screen Clients and, as applicable, the owners and controllers
of investors who invests in Private Funds, against appropriate sanctions lists, such as those administered by the
United States Office of Foreign Assets Control, EuropeanUnion and United Nations, and any other applicable
regimes to where Emles operates.

Registered Funds – Emles serves as investment advisor to both open and closed-end mutual fund and ETFs,
each of which are registered under the Investment Company Act.

Private Funds – Private Funds include, but are not limited to, funds focused on credit, special situations, direct
private equity, equity opportunistic or Fund of Funds. Private Funds are organized as domestic or offshore (non-
U.S. companies), limited partnerships, limited liability companies, corporate trusts or other legal entities, in order
to meet the legal, regulatory and tax demands of investors and as determined to be appropriate by the applicable

Emles. As a general matter, each Private Fund is managed in accordance withits investment objectives, strategies
and guidelines and is not generally tailored to the individualized needs of any particular investor. In addition, an
investment in a Private Fund does not, in and of itself, create an advisory relationship between the Investor and
Emles. Therefore, Investors must consider whether the Private Fund meets their investment objectives and risk
tolerance prior to investing. Information about each Fund, including its investment risks, can be found in its
offering memorandum and/or other governing documents, which will be available to current and prospective
Investors. Emles, or an affiliate, generally acts as general partner, managing member or investment manager or
otherwise exercises investment discretion with respect to these products in which investors invest. Private Funds
that are offered to U.S. Persons, defined under Regulation S of the Securities Act of 1933 (“U.S. Persons”) are
typically excepted from the definition of an "investment company" pursuant to Section 3(c)(1) or Section 3(c)(7)
of the Investment Company Act. Interests in the Private Funds are offered on a private placement basis or under
Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). Interests in the 3(c)(1) Fundsare
offered to persons who are “accredited investors” as defined under the Securities Act, and “qualified Clients” as
defined in Rule 205-3 under the Advisers Act (to the extent a performance-based fee is charged). Interests in the
3(c)(7) Funds are offered to persons who are both “accredited investors” as defined under the Securities Act and
“qualified purchasers” as defined under the Investment Company Act. In some cases, the Private Funds are
commodity pools for which Emles is a commodity pool operator that: (i) is exempt from certain reporting,
recordkeeping and disclosure requirements pursuant to Rule 4.7 under the CEA; (ii)is a registered commodity
pool operator; or (iii) is exempt from registration and related requirements pursuant to CEA Rule 4.13(a)(3), or
other provisions under the CEA and the rules of the U.S. CommoditiesFutures Trading Commission (“CFTC”)
thereunder, and in connection with these exemptions, investors are required to meet additional requirements.
Additionally, investors in Private Funds are subject to certain other eligibility requirements which are set forth in
the offering memorandum and/or other governing documents for each of the Private Funds. Emles personnel
(including, but not limited to, Emles’ investment strategy personnel responsible for the management of such
Private Funds or other Client accounts) who are qualified purchasers, “knowledgeable employees” (as defined in
Rule 3c-5 under the Investment Company Act) or who meet the Private Fund’s eligibility criteria and other
applicable regulatoryrequirements, and certain other eligible personnel of BlackRock are permitted to invest in the
Private Funds.

Private Funds that are organized under the laws of jurisdictions outside of the U.S. may be offered outsideof the
U.S. to U.S. Persons, pursuant to Section 7(d) of the Investment Company Act and the relevant SECguidance
thereunder, such Private Funds can also be offered on a private placement basis to U.S. Persons (typically tax-
exempt institutions) that are both “accredited investors” as defined under the Securities Act and for 3(c)(7) Funds
“qualified purchasers” as defined under the Investment Company Act.
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